SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CMEA VENTURES VI LP

(Last)

(First)

(Middle)

1 LETTERMAN DR. BLDG C, SUITE CM500

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TETRAPHASE PHARMACEUTICALS INC [ TTPH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/25/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/25/2013		C		1,693	A	⁽¹⁾	1,693⁽²⁾	D
Common Stock	03/25/2013		C		70,376	A	⁽¹⁾	70,376⁽³⁾	D
Common Stock	03/25/2013		C		2,208	A	⁽¹⁾	3,901⁽²⁾	D
Common Stock	03/25/2013		C		91,795	A	⁽¹⁾	162,171⁽³⁾	D
Common Stock	03/25/2013		C		9,250	A	⁽¹⁾	13,151⁽²⁾	D
Common Stock	03/25/2013		C		384,613	A	⁽¹⁾	546,784⁽³⁾	D
Common Stock	03/25/2013		C		23,639	A	⁽¹⁾	36,790⁽²⁾	D
Common Stock	03/25/2013		C		982,275	A	⁽¹⁾	1,529,059⁽³⁾	D
Common Stock	03/25/2013		P		14,786	A	$7	51,576⁽²⁾	D
Common Stock	03/25/2013		P		628,071	A	$7	2,157,130⁽³⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A-1 Convertible Participating Preferred Stock	⁽¹⁾	03/25/2013		C			49,088	⁽¹⁾	⁽⁴⁾	Common Stock	1,693⁽¹⁾⁽²⁾	$0	0	D
Series A-1 Convertible Participating Preferred Stock	⁽¹⁾	03/25/2013		C			2,040,912	⁽¹⁾	⁽⁴⁾	Common Stock	70,376⁽¹⁾⁽³⁾	$0	0	D
Series A-2 Convertible Participating Preferred Stock	⁽¹⁾	03/25/2013		C			64,027	⁽¹⁾	⁽⁴⁾	Common Stock	2,208⁽¹⁾⁽²⁾	$0	0	D
Series A-2 Convertible Participating Preferred Stock	⁽¹⁾	03/25/2013		C			2,662,059	⁽¹⁾	⁽⁴⁾	Common Stock	91,795⁽¹⁾⁽³⁾	$0	0	D
Series B Convertible Participating Preferred Stock	⁽¹⁾	03/25/2013		C			268,269	⁽¹⁾	⁽⁴⁾	Common Stock	9,250⁽¹⁾⁽²⁾	$0	0	D
Series B Convertible Participating Preferred Stock	⁽¹⁾	03/25/2013		C			11,153,776	⁽¹⁾	⁽⁴⁾	Common Stock	384,613⁽¹⁾⁽³⁾	$0	0	D
Series C Convertible Participating Preferred Stock	⁽¹⁾	03/25/2013		C			685,531	⁽¹⁾	⁽⁴⁾	Common Stock	23,639⁽¹⁾⁽²⁾	$0	0	D
Series C Convertible Participating Preferred Stock	⁽¹⁾	03/25/2013		C			28,485,997	⁽¹⁾	⁽⁴⁾	Common Stock	982,275⁽¹⁾⁽³⁾	$0	0	D

1. Name and Address of Reporting Person^*

CMEA VENTURES VI LP

(Last)

(First)

(Middle)

1 LETTERMAN DR. BLDG C, SUITE CM500

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CMEA Ventures VI GmbH & Co. KG

(Last)

(First)

(Middle)

1 LETTERMAN DR. BLDG C, SUITE CM500

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CMEA Ventures VI Management, L.P.

(Last)

(First)

(Middle)

1 LETTERMAN DR. BLDG C, SUITE CM500

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Handelsman Karl D.

(Last)

(First)

(Middle)

1 LETTERMAN DR. BLDG C, SUITE CM500

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Collier David J

(Last)

(First)

(Middle)

1 LETTERMAN DR. BLDG C, SUITE CM500

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Watson James F

(Last)

(First)

(Middle)

1 LETTERMAN DR. BLDG C, SUITE CM500

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Sohail Faysal A.

(Last)

(First)

(Middle)

1 LETTERMAN DR. BLDG C, SUITE CM500

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BARUCH THOMAS R

(Last)

(First)

(Middle)

1 LETTERMAN DR. BLDG C, SUITE CM500

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The Series A-1, Series A-2, Series B and Series C Convertible Preferred Stock converted into Common Stock on a 1-for-29 basis upon the closing of the issuer's initial public offering without payment of consideration.

2. Held by CMEA Ventures VI, GmbH & Co. KG. The general partner of CMEA Ventures VI, GmbH & Co. KG is CMEA Ventures VI Management, L.P. The general partners of CMEA Ventures VI Management, L.P. are Karl Handelsman, David Collier, Faysal Sohail, Thomas Baruch and James Watson. CMEA Ventures VI Management, L.P. and each of these individuals exercises shared voting and investment power over the shares held of record by CMEA Ventures VI, GmbH & Co. KG. Each of the filing persons disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein.

3. Held by CMEA Ventures VI, L.P. The general partner of CMEA Ventures VI, L.P. is CMEA Ventures VI Management, L.P. The general partners of CMEA Ventures VI Management, L.P. are Karl Handelsman, David Collier, Faysal Sohail, Thomas Baruch and James Watson. CMEA Ventures VI Management, L.P. and each of these individuals exercises shared voting and investment power over the shares held of record by CMEA Ventures VI, L.P. Each of the filing persons disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein.

4. Not applicable.

	CMEA Ventures VI, L.P. By: CMEA Ventures VI Management, L.P., its General Partner By: /s/ Karl Handelsman, General Partner	03/27/2013
	CMEA Ventures VI, GmbH & CO. KG By: CMEA Ventures VI Management, L.P., its General Partner By: /s/ David Collier, its General Partner	03/27/2013
	CMEA Ventures VI Management, L.P. By: /s/ Faysal Sohail, its General Partner	03/27/2013
	/s/ Karl Handelsman	03/27/2013
	/s/ David Collier	03/27/2013
	/s/ James Watson	03/27/2013
	/s/ Faysal Sohail	03/27/2013
	/s/ Thomas Baruch	03/27/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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